Masimo
(Nasdaq: MASI)
today promised to accept one of the board members proposed by Politan Capital Management under certain conditions while taking more shots at the activist investor’s leader.
The device developer said it would appoint former Johnson & Johnson MedTech executive Michelle Brennan to the board if shareholders voted to expand it from five members to seven.
Politan nominated Brennan along with Politan Managing Partner and Chief Investment Officer Quentin Koffey for two board seats up for election at the annual shareholder meeting this month.
Previously: Masimo beats the Street in Q1 ahead of proxy fight; CEO discusses Apple mistrial
Masimo asked shareholders to vote for their director nominees — incumbents H Michael Cohen and Julie Shimer — and to support a non-binding, advisory vote on the board’s expansion.
Shimer — chair of the Masimo Board Nominating Committee — accused Koffey of having “a history of misstatement and distortion and no relevant experience” in a news release.
Masimo said it would appoint Brennan to the board immediately after the June 26 annual meeting if shareholders support the board expansion and vote for both of Masimo’s nominees. Masimo has previously said it would select an external search firm to find new candidates for an expanded board.
This week, Masimo and Politan released dueling presentations supporting their respective campaigns. Both organizations have also launched websites: advancemasimo.com from Politan and keepmasimostrong.com from Masimo.
Politan responded on Monday with a statement from Koffey:
“Meaningful change is clearly needed on Masimo’s Board. For years, Masimo has gone to extreme and well-documented lengths to avoid this occurring. Making Michelle’s appointment contingent on all incumbent directors being elected is not progress – it is yet another defensive maneuver to impede shareholder-driven change,” he said in a news release.
“… Michelle wants to be able to bring the type of positive, substantive improvement to the Company that has been outlined in Politan’s campaign and will only be possible with a real level of change,” Koffey continued. “If elected, Michelle and I will be fully committed from day one to working constructively alongside the other directors to further the best interests of the Company. While we unfortunately expect the emotive attacks from Masimo to continue leading up to the vote, we encourage shareholders to look past these unproductive distractions.”
This post was originally published on June 2, 2023, and was updated with Politan’s response on June 5.
